1. The Counsel for the Applicant Company states that the present Scheme is a Scheme of Merger by Absorption of wholly owned subsidiary namely, MIV Therapeutics (India) Private Limited (Transferor Company) by the holding company namely Purple Medical Solutions Private Limited (Transferee Company) and their respective shareholders under the provisions of Sections 230 to 232 of the Companies Act, 2013. C.A/(C.A.A.) 1693 / MB/ 2019
2. The Counsel for the Applicant submits that the Registered office of the Transferor Company is situated at Ahmedabad and the Transferor Company has filed its Application before National Company Law Tribunal, Bench at Ahmedabad.
3. The Counsel for the Applicant Company further submits that the Applicant Company is engaged in the business of Distribution of medical devices and Cardio Vascular devices.
4. The Counsel for the Applicant Company further submits that the proposed merger will be beneficial to the Transferor Company, the Transferee Company, their respective shareholders and creditors, employees and other stakeholders and will have following benefits: a. enable consolidation of the business and operations of the Transferor Company into the Transferee Company, provide significant impetus to growth, achieve overall synergies, increase operational efficiencies and enable optimal utilization of various resources; and b. lead to overall reduction of operational and administrative costs for the Group; and The proposed amalgamation will be in the best interests of the shareholders, creditors, employees and other stakeholders of the Transferor Company and the Transferee Company, as it would result in (a) the consolidation of value of both the Transferor Company and the Transferee Company, and (b) consequential enhancement of shareholders value.
5. The Counsel for the Applicant Company further submits that the Board of Directors of the Transferor and Transferee Company in their respective meetings held on 21st February, 2019 has approved the Scheme. The Appointed Date of the Scheme is 1st January, 2019.
6. The Counsel for the Applicant further submits that in the Applicant Company there are 4 equity shareholders. All the 4 Equity Shareholders have given consent affidavits which are annexed as Annexure- J1 to J4. C.A/(C.A.A.) 1693 / MB/ 2019
7. In view of the fact all the 4 Equity Shareholders have given their consent affidavits, the meeting of the Equity Shareholders of the Applicant Company is dispensed with.
8. The Counsel for the Applicant submits that there is one Secured Creditor in the Applicant Company who has consented to the proposed Scheme . The Consent Affidavit is annexed to the Company Application as Annexure -K. In view of the fact that Sole Secured Creditor has given their consent affidavit, the meeting of the Secured Creditor of the Applicant Company is dispensed with.
9. The Counsel for the Applicant further submits that there are 57 Unsecured Creditors in the Applicant Company of the value of INR 16,26,65,678. Since the present Scheme is an arrangement between the Applicant Company and their respective Shareholders as contemplated under Section 230(1)(b) and other applicable sections and not in accordance with the provisions of Section 230(1)(a) of the Companies Act, 2013 as there is no Compromise and/or Arrangement with the Creditors as no sacrifice is called for, the rights of the Unsecured Creditors of the Applicant Company will not be affected by the Scheme and they will be paid off by the Applicant Company in the ordinary course of business. In view of this, the Counsel for the Applicant Company submits that this Bench be pleased to order that meeting of the Unsecured Creditors of the Applicant Company is not required to be convened. The Applicant Company shall give notices to remaining unsecured Creditors to whom the amounts are due and payable as required under Section 230(3) of the Companies Act, 2013 by R.P.A.D./Speed Post/Email with a direction that they may submit their representations, if any, within a period of thirty (30) days from the date of receipt of such notice to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company, failing which, it shall be presumed that the authorities have no representations to make on the proposals. C.A/(C.A.A.) 1693 / MB/ 2019
10. The Applicant Company is hereby directed to serve notices along with copy of the Scheme upon the concerned Income tax authorities under whose jurisdiction the assessments are made, through R.P.A.D./Speed Post/Email/hand delivery, with a direction that they may submit their representations, if any, within a period of thirty (30) days from the date of receipt of such notice to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company, failing which, it shall be presumed that the authorities have no representations to make on the proposals. The applicant companies having the following PAN numbers are directed to serve notices to the concerned Income Tax Authorities on following address:
i. PAN Pan No. AAECP3664L at Circle 1(2), Aaykar Bhavan, Marine Drive, Mumbai 400020
11. The Applicant is further directed to serve notices along with copy of the Scheme upon the Central Government through (i) the office of Regional Director, Western region, Mumbai and (ii) concerned Registrar of Companies pursuant to Section 230(5) of the Companies Act, 2013, by R.P.A.D./Speed Post/Email/hand delivery, with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the Transferor Companies, failing which, it shall be presumed that the authorities have no representations to make on the proposals.
13. The Applicant Company to file affidavit of service in the registry proving dispatch of notices to the Regulatory authorities and Creditors and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with. Sd/- Sd/- CHANDRA BHAN SINGH, M.K. SHRAWAT MEMBER, (TECHNICAL) MEMBER, (JUDICIAL) Date :- 05.11.2019 A.M. C.A/(C.A.A.) 1693 / MB/ 2019
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